Harbinger Group Inc.
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SEC Filings

PRER14A
HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
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<PAGE>
 
 
RESOLUTIONS PROPOSED FOR ADOPTION BY STOCKHOLDERS
 
  Resolutions in substantially the following form will be proposed at the
Special Meeting for consideration of the Company's stockholders:
 
    "RESOLVED, that the Asset Purchase Agreement dated as of September 20,
  1995 ("Purchase Agreement") by and among Zapata Corporation, Energy
  Industries, Inc., Zapata Energy Industries, L.P., Enterra Corporation
  (predecessor of Weatherford Enterra, Inc.) and Enterra Compression Company,
  in substantially the form attached as Appendix A to the Proxy Statement for
  the Special Meeting of Stockholders, and the transactions contemplated in
  such agreement, are hereby approved, with such changes and additions as the
  Board of Directors or the officers of Zapata Corporation in their sole
  discretion deem necessary or appropriate, and the directors and officers of
  Zapata Corporation are hereby authorized in their discretion to take such
  steps as are in their sole judgment necessary or appropriate to effectuate
  such Purchase Agreement; and further
 
    RESOLVED, that the officers of Zapata Corporation are hereby authorized
  in their discretion to execute such documents in the name and on behalf of
  the corporation and to take other actions as are in their sole judgment
  necessary or appropriate to effectuate the purpose of the foregoing
  resolution; and further
 
    RESOLVED, that all acts and deeds previously performed by the officers
  and directors of Zapata Corporation prior to the date of this resolution
  that are within the authority conferred by the foregoing resolutions are
  hereby ratified, confirmed and approved as authorized deeds of Zapata
  Corporation."
 
  The affirmative vote of a majority of the outstanding shares of Common Stock
and $2 Preference Stock entitled to vote thereon, voting together as a single
class, is required to adopt the above resolutions. THE COMPANY'S BOARD OF
DIRECTORS RECOMMENDS APPROVAL OF THE ABOVE RESOLUTIONS.
 
FEES AND EXPENSES
 
  Each of Weatherford Enterra and the Company will pay its own expenses in
connection with the transactions contemplated by the Purchase Agreement.
 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
  This section is a summary of the material federal income tax consequences
which the Company expects to result from the Energy Industries Sale. The
summary is based upon the Internal Revenue Code, judicial decisions, United
States Treasury Department regulations promulgated thereunder and
administrative rulings of the United States Treasury Department and existing
interpretations thereof, any of which could be changed at any time. No rulings
have been requested from the Internal Revenue Service with respect to any
consequences resulting from the Energy Industries Sale.
 
  The Energy Industries Sale will have no federal income tax consequences to
stockholders of the Company in their capacity as stockholders. The Company
believes that the total amount of taxable gain that the Company will recognize
as a result of the Energy Industries Sale will be approximately $47.7 million
for tax purposes. The Company estimates that the recognition of such gain will
increase the Company's United States federal and state income and franchise tax
liability by approximately $14.0 million.
 
FINANCIAL INFORMATION
 
  For selected financial data of the Company and unaudited pro forma
consolidated financial statements showing the effect of the consummation of the
Energy Industries Sale, see "Selected Financial Data" and "Unaudited Pro Forma
Consolidated Financial Statements".
 
  For selected historical data of Energy Industries, see "Energy Industries
Unaudited Financial Statements."
 
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